Chief Operating Officer Employment Agreement

Exhibit 10.28


CONTRACT OF EMPLOYMENT


This Agreement is dated the 9th day of November 2002.


BETWEEN


(1) BOOKHAM TECHNOLOGY PLC whose registered office is at 90 Milton Park,
Abingdon, Oxfordshire OX14 4RY (the "Company"); and


(2) Mr. Liam Nagle.


1. JOB TITLE AND DUTIES


1.1. You will be employed as Chief Operating Officer reporting to Chief
Executive Officer or such other person as the Company may from time to
time determine ("your Manager").


1.2. You may however be required to carry out such alternative or additional
duties as the Company may require from time to time and you agree that
you may be seconded to work for one or more Group Companies at any time.


1.3. You agree to faithfully and diligently perform your duties to the best of
your ability and use your best endeavours to promote the interests of the
Company and any Group Companies for whom you are required to work.


2. OUTSIDE INTERESTS


2.1. You agree that during your employment you will not be employed, engaged,
interested or concerned in any trade, business, firm, company or
organisation without the prior written consent of your Manager. You may,
however, hold (directly or through nominees including your spouse,
partner or minor children) by way of bona fide personal investment up to
3% of the issued shares, debentures or other securities of any company
whose shares are listed on a recognised investment exchange or dealt in
the Alternative Investment Market.


2.2. During your employment you will, and will procure that your spouse and
minor children will comply with all applicable rules of law, any
recognised investment exchange regulations or any Company policy, code or
regulations in relation to dealings in shares, debentures or other
securities of the Company and any Group Company or relating to any
unpublished price sensitive information affecting the securities of the
Company, any Group Company or any other company.


3. FREEDOM TO TAKE UP EMPLOYMENT WITH THE COMPANY


You warrant that any notice period you are required to give or to serve with a previous employer has expired and that, by entering into this contract or performing any of your duties for the Company, you will not be in breach of any other contract, agreement or obligation binding on you.


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4. PERIOD OF CONTINUOUS EMPLOYMENT:


Your employment will commence on 9 November 2002. Your period of continuous employment will be taken from your start date with Nortel Networks Optical Components.


5. CONDITIONS OF EMPLOYMENT


5.1. Your employment with the Company is conditional on:


(a) receipt by the Company of at least two references in relation to
you which the Company considers satisfactory, one of which must be
from your last employer; and


(b) your producing such documentation as the Company may reasonably
require to establish your right to work lawfully in the United
Kingdom.


5.2. Should you fail to comply with either of these conditions, any offer of
employment by the Company may be withdrawn without notice and if already
accepted, the Company may terminate your employment (notwithstanding any
other term of this Agreement) without notice or a payment in lieu of
notice during the first month of employment or thereafter by giving you
the minimum period of notice required by statute.


6. TERM


6.1. Subject to the remainder of this clause, your employment may be
terminated by the Company giving to you not less than the longer of:


(a) Four months written notice; or


(b) one week of written notice per complete year of continuous
service, up to a maximum notice period of twelve weeks.


6.2. You may terminate your employment at any time by giving to the Company
not less than three months notice in writing.


6.3. Notwithstanding any other term of this Agreement, the Company may
terminate your employment without notice and without any payment in lieu
of notice in the event that you are guilty of gross misconduct, gross
negligence or breach a fundamental term of this Agreement.


6.4. The Company may in its absolute discretion choose to terminate your
employment immediately at any time and make you a payment in lieu of
notice equivalent to your basic salary over any unexpired period of
notice due under clause 6 of this Agreement, subject to deductions for
income tax, employee's national insurance contributions and other
deductions required by law. The Company is not under an obligation to
make a payment in lieu of notice and if it fails to do so any claim you
have will be for damages and will be subject to your duty to take
reasonable steps to mitigate your loss.


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6.5. The Company's contractual retirement age and your normal retirement age
is 60. Your employment will therefore come to an end automatically and
without the need for notice on the date of your 60th birthday.


7. PLACE OF WORK


7.1. Your normal place of work will initially be 90 Milton Park Abingdon,
Oxfordshire. OX14 4RY. You agree that the Company may change your normal
place of work, temporarily or permanently, to anywhere within the United
Kingdom, even if this requires you to relocate your home. If you are
required to move your home, the Company will consider relocation
assistance.


7.2. You may be required to travel and undertake your duties anywhere in the
world, provided that you shall not be required to work outside the United
Kingdom for periods in excess of one month at a time.


8. SALARY


8.1. You will be paid a basic salary at a rate of L 168,500 (One hundred and
sixty eight thousand, five hundred pounds) per annum, subject to
deductions for income tax, employee's national insurance contributions
and any other deductions required or permitted by law. Your salary will
accrue on a day-to-day basis and will be payable monthly in arrears on or
about the 24th day of each month. Your salary is paid in respect of your
duties both for the Company and any other Group Company for whom you are
required to work.


9. RELOCATION ALLOWANCE


You are eligible for relocation at a rate of L 25,000 in accordance with, and subject to, the Company Relocation Policy. Reimbursement of relocation expenses is conditional upon you remaining in The Company's service for at least 24 months after the date of the start of the relocation process. If you leave The Company within 24 months of The Company making the first payment to you under the Company Relocation Policy, you will be required to repay any monies paid to you by The Company and The Company will be entitled to offset any payments due to you on termination against the whole or part of the debt.


The Company agree to cover rented accommodation costs totalling L 1,500 per calendar month until the end of September 2003. This will then be reviewed and a decision taken on Phase two of your relocation costs.


The Company agrees to reimburse flights between the UK and your home in Ireland under the following conditions. The Company will fund 100% of flight costs until 31 December 2002 and 75% of flight costs thereafter until 30 September 2003. A decision will then be taken on Phase two of your relocation costs.


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10. EXPENSES


You will be reimbursed for all expenses reasonably and properly incurred by you on the business of the Company or the Group provided you produce to the Company such receipts, voucher or other evidence of actual payment of the expenses concerned as the Company may reasonably require from time to time.


11. PENSION AND OTHER BENEFITS


11.1. BONUS. Subject to the successful achievement by you of the personal
objectives set for you by your Manager and the Company's performance
against targets, you may, at the absolute discretion of the Board, be
awarded a bonus under any bonus scheme which applies to you from time to
time. Whether each objective has been successfully achieved, whether to
award any bonus to you and the amount of any bonus awarded to you are
matters within the absolute discretion of the Board. All of the Company's
bonus schemes may be withdrawn or varied from time to time at the
discretion of the Board. Your objectives and the Company's targets are
likely to vary from year to year. The fact that a bonus is paid in one
year is no guarantee that a bonus will be paid in subsequent years. As
the bonus is intended to incentivise employees to remain in the
employment of the Company, payment of any bonus is conditional on your
remaining in the employment of the Company and not having given to the
Company or been given by the Company notice to terminate your employment
as at the date bonus is payable to you under the scheme rules. Bonuses
are subject to deductions for income tax, employee's national insurance
contributions and other deductions required by law.


11.2. PENSION. You are entitled to become a member of the Company's
money-purchase pension scheme subject to and in accordance with the rules
thereof. You may contribute between 2% and 15% of your basic annual
salary each year to the scheme. Subject to Inland Revenue rules and the
rules of the scheme in force from time to time (which the Company may
vary in its discretion), the Company will match your personal
contribution to the scheme each year and make an additional Company
contribution to the scheme for your benefit equivalent to 3% of your
basic annual salary each year provided that the Company's maximum annual
contribution to the scheme for your benefit shall be 9% of your basic
annual salary. The Company reserves the right to withdraw this benefit at
any time or to vary the rules applicable to the scheme or the level of
Company contributions to the scheme.


11.3. PRIVATE MEDICAL EXPENSES INSURANCE. The Company shall bear the cost of
membership for you, your spouse or partner and children (up to the age of
21 or 25 if in full time education) of a private medical insurance scheme
with such reputable medical expenses insurance provider as the Company
shall determine from time to time, subject to the Company being able to
secure such cover at rates which it determines to be reasonable. The
Company reserves the right to withdraw this benefit at any time or to
vary the terms or level of cover at any time. This is a benefit in
respect of which you will be liable to pay income tax.


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11.4. LIFE ASSURANCE. The Company shall bear the cost of membership of an
Inland Revenue approved life assurance scheme for you, subject to and in
accordance with the rules and terms of such life assurance scheme as may
be in force from time to time. This scheme provides benefits on death in
service of 4 times your basic annual salary, which is paid in accordance
with the rules of the scheme in force. The Company reserves the right to
withdraw this benefit at any time or to vary the terms or level of cover
at any time.


12. HOURS OF WORK


12.1. Your normal office hours are 9.00am to 5.30pm Monday to Friday, with a
lunch break each working day of half an hour. The Company may require you
to work such additional hours as the Company may determine to be
necessary for the proper and efficient performance of your duties. You
shall not be entitled to any overtime or other payments in relation to
such additional hours. You agree that the limit on average weekly working
time set out in Regulation 4(1) of the Working Time Regulations 1998 will
not apply to you, although you may withdraw your consent on giving the
Company three months prior written notice.


12.2. The Company reserves the right to require you to work shifts, to change
your shift pattern or to take you off shifts altogether provided that the
Company agrees to give you not less than one months' notice of such
changes to your normal hours of work.


13. HOLIDAYS


13.1. The Company's holiday year runs from 1 January to 31 December.


13.2. You are entitled to 25 days paid holiday entitlement in each holiday year
in addition to English public holidays. You are required to save three
days holiday each year which shall be taken by you on such days over the
Christmas period as the Company may determine, unless you are notified
otherwise by the Board in any year.


13.3. All holiday must be taken at times authorised by your Manager at least
two weeks in advance. For the avoidance of doubt Regulations 15(1) to
15(4) of the Working Time Regulations 1998 (dealing with dates when leave
is taken) will not apply to your employment.


13.4. You may not, save with the prior permission of your Manager, carry
forward any unused part of your holiday entitlement for a given holiday
year into the subsequent holiday year.


13.5. For the holiday year during which your employment commences or
terminates, your holiday entitlement will be calculated on a pro rata
basis according to the number of weeks of completed service in such year.


13.6. On the termination of your employment with the Company, the Company may
at its discretion:


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(a) require you to take, during your notice period, any or all holiday
entitlement which will have accrued to you by the date on which
your employment terminates; or


(b) pay you in lieu of your accrued but unused holiday entitlement,
save that, if you are dismissed summarily for gross misconduct,
the Company shall be under no obligation to pay you in respect of
accrued but untaken holiday entitlement in excess of any minimum
holiday entitlement required by law. All pay in lieu of holiday
entitlement will be subject to deductions for income tax,
employee's national insurance contributions and other deductions
required by law; or


(c) deduct an amount equal to salary paid to you in respect of holiday
taken by you but not accrued by the date on which your employment
terminates from any salary or payment in lieu of notice due to you
or, in the event that this is insufficient, require you to repay
such an amount to the Company.


14. DEDUCTIONS FROM WAGES


Without prejudice to any other rights open to the Company, you agree that the Company may deduct from any wages due to you, (including Company sick pay and any payment in lieu of notice or holiday entitlement) sums representing the value of any Company property lost by you; the cost of repairing any Company property damaged by you or damaged as a consequence of negligence on your part; the amount of any outstanding loans or advances made to you by the Company; any other sums owing from you to the Company; where you have been unable to perform your duties under this Agreement due to an accident caused by a third party, an amount equal to the amount of any damages you recover from a third party in respect of that accident capped at an amount equal to the salary and benefits you have received from the Company in respect of any period of absence to which the damages relate; any overpayment of salary or expenses or payment made to you by mistake or through misrepresentation; and any other sums authorised to be deducted by Section 13 of the Employment Rights Act 1996.


15. DATA PROTECTION


In order to keep and mainta ...